(b) shall execute and deliver to Lessor, Owner and
 Beneficiary an agreement in a form reasonably
 satisfactory to such Persons containing an
 assumption by such Lessee Successor of the due and
 punctual performance and observance of each
 covenant and condition to be performed or observed
 by Lessee under each of the Transaction Documents
 to which Lessee is a party, whether actual or
 contingent or relating to the period before or
 after the date of such assumption; and

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 (c) the Copa Holdings Guarantee shall continue to be
 applicable and enforceable in accordance with its
 terms;

 (ii) immediately after giving effect to such transaction, no
 Default or Event of Default shall have occurred and be
 continuing;

 (iii) Lessee shall have delivered to Lessor, Owner and
 Beneficiary (x) a certificate of an officer to the
 effect that such consolidation, merger, conveyance,
 transfer or lease and the assumption agreement described
 in clause (i) above comply with this Clause 8.8(c) and
 that all conditions precedent herein provided for
 relating to such transaction have been complied with and
 that such assumption agreement has been duly authorized,
 executed and delivered by the Lessee Successor,
 constitutes its legal, valid and binding obligation and
 is enforceable against such Lessee Successor in
 accordance with its terms, except as the same may be
 limited by applicable bankruptcy, insolvency,
 reorganization, moratorium or similar laws affecting the
 rights of creditors generally and by principles of
 equity, and (y) an opinion of counsel in form and
 substance reasonable satisfactory to Lessor and
 Beneficiary; and

 (iv) Such filings and recordings shall have been made and
 Lessee shall have delivered to Lessor such other
 opinions and documents, in each case as either of them
 shall reasonably request.